Elsinore Corp. Announces Agreement to Sell the Four Queens Hotel and Casino.Business Editors LAS VEGAS--(BUSINESS WIRE)--April 30, 2003 Elsinore Corp. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : ELSO ELSO European Life Scientist Organization ELSO Extracorporeal Life Support Organization ELSO Elektroninen Sodankäynti (Finnish: Electric Warfare) ) ("Elsinore") announced that on April 29, 2003, it entered into a definitive stock purchase agreement for the sale of all the capital stock of its wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Four Queens Inc., a Nevada corporation doing business as the Four Queens Hotel & Casino (the "Four Queens"), and its interest in the Fremont Street Experience The Fremont Street Experience (FSE) is a pedestrian mall and attraction in downtown Las Vegas, Nevada. The FSE occupies the westernmost 5 blocks of Fremont Street and portions of some other adjacent streets. , LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , to TLC TLC total lung capacity; thin-layer chromatography. TLC abbr. 1. thin-layer chromatography 2. Casino Enterprises Inc., a Nevada corporation, for a purchase price of approximately $20.5 million. The stock of the Four Queens constitutes substantially all of the assets of Elsinore. Upon the consummation of the sale of the stock of the Four Queens, Elsinore will not have an operating asset. While the board of directors of Elsinore has not yet adopted a formal plan of dissolution, it anticipates that, following the sale of the Four Queens, it will adopt a plan of dissolution and begin the process of winding up and dissolving Elsinore. Elsinore anticipates that the proceeds from the sale will be used to pay outstanding indebtedness, and to pay any accrued and unpaid dividends on Elsinore's outstanding 6% cumulative convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". (the "preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. "). Following the payment with respect to the accrued and unpaid dividends, Elsinore anticipates that the holders of the preferred stock will exercise their right to convert their shares of preferred stock into shares of common stock of Elsinore ("common stock"), pursuant to the terms of the preferred stock. At March 31, 2003, the outstanding debt of Elsinore was approximately $5.1 million. In addition, as of March 31, 2003, Elsinore had outstanding approximately 50,000,000 shares of preferred stock, with accumulated dividends of approximately $5.4 million. Following conversion of the preferred stock, Elsinore would have approximately 940 common stock holders. After establishing an adequate reserve for the wind-up of Elsinore's affairs, the remaining funds are expected to be paid to the holders of Elsinore's Common Stock on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis. Once all remaining obligations have been satisfied and Elsinore is dissolved, the remaining assets, if any, are expected to be distributed a second time to Elsinore's Common Stock holders. The beneficial owner of a majority of Elsinore's capital stock, who exercises voting and investment authority over 100% of the Preferred Stock and approximately 99.7% of Common Stock (on an as-converted basis), has agreed to deliver a written consent representing all of his shares of Elsinore's capital stock to approve the sale of the stock of the Four Queens on or about May 30, 2003, assuming that the definitive stock purchase agreement remains in effect and has not been terminated in accordance with its terms. Consummation of the sale is subject to a number of conditions, including receipt of required regulatory approvals, including approval of the Nevada Gaming Commission The Nevada Gaming Commission is a Nevada state governmental agency involved in the regulation of casinos throughout the state, along with the Nevada Gaming Control Board. It was founded in 1959 by the Nevada Legislature. , and other gaming approvals, and the distribution of the Information Statement to Elsinore's shareholders pursuant to Securities and Exchange Commission ("SEC") rules and regulations. There can be no assurance that the conditions to the sale will be satisfied or that the sale of the Four Queens will be consummated. About TLC Casino Enterprises Inc. Terry L. Caudill, the president and sole shareholder of TLC Casino Enterprises Inc., has lived in Nevada for 30 years, moving to Las Vegas from Reno in 1983. He was corporate vice president and chief accounting oficer for Circus Circus Enterprises Inc. (now Mandalay Resort Group Mandalay Resort Group was a hotel-casino operator based in Las Vegas, Nevada. Its major properties included Mandalay Bay, Luxor, Excalibur and Circus Circus, as well as half of the Monte Carlo. ), for 11 years and participated in that company's growth during the 1980s and early 1990s. Caudill started the Magoo's chain in 1989. In 1994, he left Circus Circus to concentrate on developing Magoo's. The Magoo's Gaming Group currently consists of 15 locations that emphasize gaming, including three locations operating under non-restricted gaming licenses, all of which cater to the local Las Vegas market. Caudill looks forward to expanding his operations into the downtown Las Vegas Downtown Las Vegas can have several meanings depending on how it is used. It can mean:
Statements made in this press release, including comments relating to the beneficial aspects of the stock sale, the likelihood that the sale with be consummated and the likelihood that Elsinore will make distributions to its stockholders from the proceeds from the sale of the Four Queens, are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995. These statements involve risks and uncertainties which may cause results to differ materially from those set forth in these statements. These risks and uncertainties include the satisfaction of conditions to closing the transaction and the amount of outstanding indebtedness. Other factors identified by Elsinore in its filings with the Securities and Exchange Commission, including Elsinore's most recent annual report on Form 10-K, could affect the forward-looking statements contained in this press release. |
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